Terms

of Use
October 20, 2020
PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY. BY ACCESSING AND USING THIS WEBSITE OR MOBILE
APPLICATION YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS BELOW. THESE TERMS AND
CONDITIONS ARE SUBJECT TO CHANGE. ANY CHANGES WILL BE POSTED TO THIS WEBSITE OR MOBILE
APPLICATION FROM TIME TO TIME. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS STATED HEREIN,
PLEASE EXIT THIS WEBSITE OR MOBILE APPLICATION IMMEDIATELY.

You are currently a website or mobile application (each, a "Site") owned and operated by Upgrade, Inc., a
Delaware corporation (DBAs include Universal Credit and the names at www.upgrade.com/landing/dba)
(“Upgrade”). This Site and any of the services provided by Upgrade in connection with this Site (“Services”) are
provided expressly subject to the terms and conditions stated herein (“Terms of Use”). By accessing the Site, you
(“User”) acknowledge that you have read, understand, and agree to be bound by these Terms of Use. If any
provision contained in these Terms of Use conflicts with a provision contained in another agreement that you
enter into with Upgrade or related to the Upgrade Services, the provision of the other agreement shall govern
with respect that specific aspect of the Site or Services.

Changes and Modifications

Upgrade reserves the right in its sole discretion to temporarily or permanently change, or modify these Terms of
Use or discontinue the Site, or any portion of the Site, for any reason, at any time without notice to you. Please
review these Terms of Use from time to time because your continued access or use of the Site after any
modifications have become effective shall be deemed your conclusive acceptance of the modified Terms of Use.

General Eligibility

This Site is intended for individuals who are residents of the United States and at least eighteen (18) years of age,
and any access by individuals who are under the age of 18 is in violation of these Terms of Use. If you are under
18, please exit this Site now. By using the Site, you represent that you are a resident of the United States and 18
or older, and that you agree to abide by all of the terms and conditions of these Terms of Use. Unauthorized use
of the Site or Services, including unauthorized access of Upgrade’s systems and misuse of passwords or Site
information is strictly prohibited. If you violate any of these Terms of Use or any other agreement between you
and Upgrade, then Upgrade may restrict, suspend, or terminate your access to any portion or all of the Site and
Services without notice.

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Privacy

Your privacy is very important to us. Please carefully read Upgrade’s Privacy Policy, which details how Upgrade
treats your personal information.

Service Rights and Restrictions

All material and content on this Site including but not limited to text, data, articles, designs, software, photos,
images, and other information (collectively the “Site Content”) are the proprietary property of Upgrade with all
rights reserved. Site Content may not be copied, reproduced, distributed, republished, displayed, posted,
transmitted, or sold in any form or by any means without Upgrade’s express prior written consent. You
acknowledge that all Site Content is and shall remain the sole property of Upgrade. You may only use access the
Site and use the Services for their intended purpose, and any use of the Site or Services that is not expressly
authorized herein is strictly prohibited.

Credit Health

Upgrade offers free credit monitoring and ancillary products and services such as credit score reporting, credit
bureau alerts, and credit score simulation (“Credit Health”). Borrowers with issued loans or other credit products
may be automatically enrolled into Credit Health after loan or product approval. Non-borrowers can also sign up
for Credit Health without an Upgrade personal loan or other Upgrade product. Credit Health works by accessing
information in your credit profile via a soft inquiry at TransUnion, a credit reporting agency. By requesting and
accessing Credit Health, you agree to be bound by the terms and conditions contained herein. The term of your
Credit Health shall begin when you first access the service and shall continue until terminated. Upgrade may
terminate your Credit Health at any time without notice to you. If you wish to discontinue your use of Credit
Health, please email support@upgrade.com to disable the service. You agree that all information and data
obtained by Upgrade in connection with your use of Credit Health is owned solely by Upgrade and Upgrade is not
restricted in any way in its use of the information and data, subject to the terms of Upgrade’s Privacy Policy and
applicable law and regulation. You agree that Upgrade may use any information obtained to determine whether
to offer you products and services that may be obtained through Upgrade.

Trademarks

Nothing on this Site should be construed as granting the User any license or right to use any trademark, whether
owned by Upgrade or a third party, displayed on the Site, without prior written approval of the trademark owner.
You may not use, copy, duplicate, display, distribute, modify or reproduce any trademark contained on the Site
without the prior express written consent of the trademark’s owner.

Consent to Conduct Business Electronically

Because Upgrade operates its platform online and conducts its business solely through the Internet, you must
consent to receive all disclosures, notices, documents, agreements, and information associated with the Services
(“Communications”) electronically in order to transact business with us. This section informs you of your rights
when receiving electronic Communications from Upgrade.

Electronic Communications. You agree that Upgrade, its agents and representatives, may provide all
Communications to you electronically via email or through our Site. You may still request a paper copy of any
Communication by following the procedure outlined below.
Hardware and Software Requirements. In order to receive electronic Communications, you must have the
following: (1) access to the Internet; (2) an active email account; (3) software capable of receiving email through
the Internet; (4) supported Web browsing software (Chrome version 32.0 or higher, Firefox version 26.0 or higher,
Internet Explorer version 8.0 or higher, or Safari version 7.0 or higher); and (5) hardware capable of running this
software. To ensure access and optimal printing of your loan documents in PDF format, you must have Adobe
Reader. To install the free version of Adobe Reader, click here.

Additional Mobile Technology Requirements. If you access our Site and Communications electronically via a
mobile device (such as a smart phone or tablet), in addition to the above requirements you must make sure that
you have software on your mobile device that allows you to print and save the Communications presented to you
during the application process. If you do not have these capabilities on your mobile device, please access our Site
through a device that provides these capabilities.

Requesting a Paper Copy. You may request from us a paper copy of any Communication that we have provided
or made available to you electronically without charge, provided that such request is made within a reasonable
time after we first provided the Communication to you. To request paper copies, you must send an e-mail to
papercopyrequest@upgrade.com with the subject line "Paper Copy Request" and in the body of the e-mail you
must state your e-mail address, full name, US Postal address, and telephone number.

Withdrawing Consent. You may withdraw your consent to receive future Communications electronically by
changing your settings on the Upgrade borrower portal, or by sending an email to support@upgrade.com with the
subject line "Withdraw Electronic Consent" and including your full name, US Postal Address, email address, and
telephone number in the body of the email. Your withdrawal of consent will be effective only after we have had a
reasonable period to process your request.

Telephone Communications. By accepting these Terms of Use, you expressly consent to be contacted by us, our
agents, representatives, affiliates, or anyone calling on our behalf for any and all purposes, at any telephone
number, or physical or electronic address you provide to us. You agree we may contact you in any way including
SMS text messages, calls using prerecorded messages or artificial voice, and calls and messages delivered using
an auto telephone dialing system or an automated texting system. Automated messages may be played when
the telephone is answered, whether by you or someone else. In the event that an agent or representative calls,
he or she may also leave a message on your answering machine, voice mail, or via text.

You consent to receive SMS messages (including text messages), calls and messages (including prerecorded and
artificial voice and autodialed) from us, our agents, representatives, affiliates or anyone calling on our behalf at

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the specific number(s) you have provided to us, or number(s) we can reasonably associate with your account
(through skip tracing, caller ID capture, or other methods), with information or questions about your application,
loan and/or account. You certify, warrant and represent that the telephone numbers that you have provided to us
are your numbers and not someone else’s. You represent that you are permitted to receive calls at each of the
telephone numbers you have provided to us. You agree to alert us whenever you stop using a particular
telephone number. For more information on SMS text messages, please see the Account Alerts Terms and
Conditions page at www.upgrade.com/sms.

MARKETING CALLS AND TEXTS: We will not use autodialed or prerecorded calls or texts to contact you for
marketing purposes unless you provide us with prior express written consent. If you have provided consent to
receive marketing calls, you agree that Upgrade’s employees, agents, and representatives may use autodialed or
pre-recorded phone calls and SMS text messages to contact your mobile phone at the number you provide for the
purpose of describing goods and services that may be of interest to you, whether offered by Upgrade, affiliates, or
third parties. If provided, your consent will be effective even if the number you have provided is registered on any
state or federal Do-Not-Call (DNC) list. This consent for telemarketing calls shall remain in effect until you revoke
it. Your consent to receive telephone communications is not a condition of obtaining a loan and may be revoked
at any time by email at support@upgrade.com, by writing to us at Upgrade, Inc. c/o compliance department, 275
Battery Street, Suite 2300, San Francisco, CA 94111, or by calling us at 1-855-997-3100.

Standard calling and text messaging rates will apply, based on your cellular telephone carrier and service plan.

Changes in Contact Information. Please keep us informed of any changes in you contact information so that you
can continue to receive timely electronic Communications from us. You may update your contact information by
emailing support@upgrade.com, by writing to us at Upgrade, Inc. c/o compliance department, 275 Battery Street,
Suite 2300, San Francisco, CA 94111 or by calling us at 1-855-997-3100.

Copyright Complaints

If you believe that any material on the Site infringes upon any copyright that you own or control, you may send a
written notification to us via email at support@upgrade.com, or via regular mail at 275 Battery Street, Suite 2300,
San Francisco, CA 94111. In your notification, please:

Confirm that you are the owner, or authorized to act on behalf of the owner, of the copyrighted work that has
been infringed;
Identify the copyrighted work or works that you claim have been infringed;
Identify the material that you claim is infringing or is the subject of infringing activity and that is to be
removed (please include information reasonably sufficient to permit us to locate the material);
Provide your contact details, including an email address; and
Provide a statement that the information you have provided is accurate and that you have a good-faith belief
that use of the material in the manner complained of is not authorized by the copyright owner, its agent or
the law.

Links to Third-Party Sites

We are not responsible for the information practices employed by sites linked to or from our Site. In most cases,
links to third-party websites are provided solely as pointers to information on topics that may be useful to our
users. Since third-party websites may have different privacy policies and/or security standards governing their
sites, we advise you to review the privacy policies and terms and conditions of these sites prior to providing any
personal information.

Disclaimer of Warranties

UPGRADE PROVIDES THE SITE AND SERVICES “AS IS” AND “AS AVAILABLE” WITHOUT ANY EXPRESS OR IMPLIED
WARRANTIES INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE, AND NON-INFRINGEMENT. ADDITIONALLY, UPGRADE MAKES NO CLAIM OR GUARANTEE AS
TO THE ACCURACY OF ANY INFORMATION PROVIDED OR SITE CONTENT.

Limitation of Liabilities

IN NO EVENT WILL UPGRADE OR ITS DIRECTORS, OFFICERS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR TO
ANY OTHER PARTY FOR LOST PROFITS OR ANY OTHER SPECIAL, CONSEQUENTIAL, INCIDENTAL, OR INDIRECT
DAMAGES ARISING FROM YOUR USE OF THE SITE OR SERVICES, EVEN IF UPGRADE IS AWARE OR HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE EXTENT ALLOWED BY APPLICABLE LAW, UPGRADE’S
LIABILITY TO YOU FOR ANY CAUSE OF ACTION REGARDLESS OF FORM WILL AT ALL TIMES BE LIMITED TO THE
AMOUNT PAID BY YOU TO UPGRADE, IF ANY, AND IN NO CASE SHALL UPGRADE’S LIABILITY TO YOU EXCEED
$1,000.00.

Indemnification

You agree to indemnify, defend, and hold harmless Upgrade and its affiliates, officers, directors, employees,
agents, and representatives for damages, losses, liabilities, settlements and expenses (including without
limitation costs and attorneys’ fees), arising in connection with any claim, suit, proceeding, or other action arising
from your use of the Site or Services, your conduct in connection with your use of the Site or Services, or any
violation of these Terms of Use or of any law or the rights of any third party.

Miscellaneous

Choice of Law; Jurisdiction and Venue

These Terms of Use shall be governed by the laws of the State of California without regard to any conflict of laws
provision. You irrevocably consent to the exclusive jurisdiction and venue of the United States District Court for
the Northern District of California in connection with any dispute or the enforcement of any right arising from
these Terms of Use.

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Severability

If any provision of these Terms of Use is held by a court of competent jurisdiction to be unenforceable for any
reason, such provision shall be changed and interpreted so as to best accomplish the objectives of the original
provision to the fullest extent allowed by law and the remaining provisions of these Terms of Use shall remain in
full force and effect.

Waiver

Upgrade’s failure or delay in exercising any right, power, or remedy under these Terms of Use shall not operate as
a waiver of any such right, power, or remedy.

Loan Ineligibility

If you are working with a debt settlement company at the time of application or if you are preparing or planning
to file for bankruptcy within ninety (90) days of your application, you may be ineligible for a loan through the Site.

Credit Union Membership

During the application process, you may be asked to become a member of a credit union. Details associated with
this request will be provided prior to your loan being funded.

Contacting Us

If you have questions, comments, or complaints regarding these Terms of Use, the Site, or Services, you may call
1-855-997-3100, email us at support@upgrade.com, or write to Upgrade, Inc. c/o customer service, 275 Battery
Street, Suite 2300, San Francisco, CA 94111.
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